Interim Condensed Separate Financial Statements …...AmRest Holdings SE Interim Condensed Separate...

AmRest Holdings SE

Interim Condensed Separate Financial Statements

as at and for the six months ended

June 30, 2015

2

Contents:

Page

Interim Separate Income Statement 3

Interim Separate Statement of Comprehensive Income 3

Interim Separate Statement of Financial Position 4

Interim Separate Statement of Cash Flows 5

Interim Separate Statement of Changes in Equity 6

Notes to the Interim Separate Financial Statements 7

Drew O’Malley Mark Chandler Jacek Trybuchowski Wojciech Mroczyński

AmRest Holdings SE AmRest Holdings SE AmRest Holdings SE AmRest Holdings SE

Board Member Board Member Board Member Board Member

Wroclaw, August 13, 2015

AmRest Holdings SE

Interim Condensed Separate Financial Statements as at and for the six months ended June 30, 2015.

3

Interim Separate Income Statement

for the 6 months ended June 30, 2015

In thousands of Polish Zloty Noty

Six months ended

June 30, 2015 Six months ended

June 30, 2014

Other operating income 4 505 2 045

General and administrative expenses (G&A) (2 918) (947)

Finance income 9 13 471 8 510

Finance cost 9 (6 399) (8 394)

Profit/(loss) before tax 8 659 1 214

Income tax expense 10 614 (289)

Profit/(loss) for the period 9 273 925

Basic profit/(loss) per share in Polish zloty 14 0,04 0,04

Diluted profit/(loss) per share in Polish zloty 14 0,04 0,04

The Interim Separate Income Statement has to be analyzed jointly with the notes which constitute an integral part of these Interim Condensed

Separate Financial Statements. Quarterly information is available in Directors’ Report for the first half of the 2015.

Interim Separate Statement of Comprehensive Income

for the 6 months ended June 30, 2015

The Interim Separate Statement of Comprehensive Income has to be analyzed jointly with the notes which constitute an integral part of these Interim Condensed Separate Financial Statements. Quarterly information is available in Directors’ Report for the for the first half of the 2015.

In thousands of Polish Zloty

Six months ended

June 30, 2015

Six months ended

June 30, 2015


Other comprehensive income - -

Other comprehensive income for the period, net of tax - -

Total comprehensive income for the period 9 273 925

AmRest Holdings SE


4

Interim Separate Statement of Financial Position

as at June 30, 2015

In thousands of Polish Zloty Note 30.06.2015 31.12.2014

Assets

Property, plant and equipment 235 -

Other intangible assets 349 585

Investment in associates 2 899 834 873 942

Other non-current financial assets 3 194 700 232 500

Deferred tax assets 10 - -

Total non-current assets 1 095 118 1 107 027

Trade and other receivables 5

5 002

4 089

Income tax receivables 5 2 508

889

Other current assets 228 80

Other financial assets 3 16 388 12 711

Cash and cash equivalents 8 8 701 1 964

Total current assets 32 827 19 733

Total assets 1 127 945 1 126 760

Equity

Share capital 714 714

Reserves 7 738 079 779 346

Retained Earnings 7 64 537 31 112

Total Equity attributable to shareholders of the parent 803 330 811 172

Liabilities

Deferred tax liabilities 10 903 271

Trade and other payables 6 40 264 34 939

Other non-current finance liabilities 4 278 993 278 775

Total non-current liabilities 320 160 313 985

Other current finance liabilities 4 - -

Trade and other payables 6 4 455 1 603

Total current liabilities 4 455 1 603

Total liabilities 324 614 315 588

Total equity and liabilities 1 127 945 1 126 760

The Interim Separate Statement of Financial Position has to be analyzed jointly with the notes which constitute an integral part of these Interim

Condensed Separate Financial Statements.

AmRest Holdings SE


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Interim Separate Statement of Cash Flows for the 6 months ended June 30, 2015

In thousands of Polish Zloty Six months ended

June 30, 2015

Six months ended

June 30, 2014*

Cash flows from operating activities

Profit/(loss) before tax 8 659 1 214

Adjustments for:

Amortization of intangible assets 80

Interest and profit sharing, net (7 031) (476)

Unrealized foreign exchange differences (368) (254)

Change in receivables (955) 2 667

Change in other current assets (148) (200)

Change in payables and other liabilities 669 (1 453)

Income taxes (paid)/returned (365) (830)

Interest paid (6 178) (8 077)

Interest received 3 287 8 357

Dividends received 6 606

Net cash provided by operating activities 4 256 948

Cash flows from investing activities

Proceeds from repayment of loan and interest given 37 800 11 627

Expense on loans given - (1 698)

Proceeds from the settlements of acquisition of subsidiary - -

Acquisition of subsidiaries, net of cash acquired (16 313) (26 240)

Acquisition of intangible assets (165) (50)

Net cash used in investing activities 21 322 (16 361)

Cash flows from financing activities

Proceeds from share issuance (employees options) 8 159 1 304

Expense on acquisition of own shares (employees option) (27 000) (1 206)

Proceeds from bonds issuance - -

Repayment of loans and borrowings - -

Net cash provided by/(used in) financing activities (18 841) 98

Net change in cash and cash equivalents 6 737 (15 315)

Balance sheet in cash and cash equivalents 6 737 (15 315)

Cash and cash equivalents, beginning of period 1 964 36 704

Cash and cash equivalents, end of period 8 701 21 389

The Interim Separate Cash Flow has to be analyzed jointly with the notes which constitute an integral part of these Interim Condensed Separate Financial Statements.

AmRest Holdings SE

Interim Condensed Separate Financial Statements as at and for six months ended June 30, 2015

6

Interim Separate Statement of Changes in Equity for the 6 months ended June 30, 2015

In thousands of Polish Zloty

Issued capital Reserved capital Retained Earnings Total Equity

As at January 1, 2014 714 791 414 71 464 863 592

Comprehensive Income

Profit/(loss) for the period - - 925 925

Total Comprehensive Income - - 925 925

Transactions with shareholders

Employees share option scheme – value of employee services - 3 085 - 3 085

Profit/(loss) on the own shares transaction - - (447) (447)

Issuance of shares - - 227 227

Total of transactions with shareholders - 3 085 (220) 2 865

As at June 30, 2014 714 794 499 72 169 867 382

As at January 1, 2015 714 779 346 31 112 811 172

Comprehensive Income

Profit/(loss) for the period - - 9 273 9 273

Total Comprehensive Income - - 9 273 9 273

Transactions with shareholders

Change in presentation of the distribution of retained earnings - (21 377) 21 377 -

Change in presentation on the own shares - (227) 227 -

Change in presentation of treasury share transaction 2012-2014 - (2 548) 2 548 -

Employees share option scheme – value of employee services - (4 986) - (4 986)

Change in share option plan for employees - 9 241 - 9 241

Net result on treasury share transaction - 5 630 - 5 630

Purchase of treasury shares - (27 000) - (27 000)

Total of transactions with shareholders - (41 267) 24 152 (17 115)

As at June 30, 2015 714 738 079 64 537 803 330

The Interim Separate Statement of Changes in Equity has to be analyzed jointly with the notes which constitute an integral part of these Interim Condensed Separate Financial Statements.

AmRest Holdings SE

Notes to the Interim Condensed Separate Financial Statements

(in PLN thousands unless stated otherwise)

7

1 Company overview and significant accounting policies

(a) Background

AmRest Holdings SE (“the Company”) was established in the Netherlands in October 2000 as a joint-stock company. On

September 19, 2008, the Commercial Chamber in Amsterdam registered the change in the legal status of the Company to

a European Company (Societas Europaea) and of its name to AmRest Holdings SE. On December 22, 2008, the District

Court for Wroclaw-Fabryczna in Wroclaw, 6th Business Department registered the new registered office of AmRest in

the National Court Register. The address of the Company’s new registered office is:

Pl.Grunwaldzki 25-27, Wroclaw (50-365), Poland. The Court also registered amendments to the Company’s

Memorandum of Association related to the transfer of the registered office of AmRest to Poland.

AmRest is the first public company in Poland operating in the form of a European Company. The purpose of transforming

AmRest into a European Company was to increase its operating effectiveness and reduce operating and administrative

expenses. Following the fact of transfer into European Company and transfer of Company registered head office to Poland,

the functional currency of AmRest holdings SE since January 1, 2009 is polish zloty (PLN).

The Company’s core activity is direct management of the following entities (“the Group”):

o AmRest Sp. z o.o. (Poland), the entity being a parent in an international group comprising of entities

located in Poland, as well as in Russia (OOO AmRest) and USA (AmRest, LLC),

o AmRest s.r.o. (The Czech Republic),

o AmRest EOOD (Bulgaria),

o AmRest Acquisition Subsidiary Inc. (USA),

o AmRest HK Limited (China),

o Blue Horizon Hospitality Group PTE Ltd. (China), the entity being a parent in a group, comprising of

entities located in China,

o AmRest FSVC LLC.

The principal activity of the subsidiaries is operating Kentucky Fried Chicken (“KFC”), Pizza Hut, Burger King and

Starbucks restaurants through its subsidiaries in Poland, the Czech Republic (further Czech), Hungary, Russia, Serbia,

Romania, Croatia, Bulgaria and Spain, on the basis of franchises granted. In Spain, France, Germany, China and The

United States the Group operates its own brands La Tagliatella, Trastevere and il Pastificcio. This business is based on the

franchise agreements signed with non-related companies and own restaurants. It is supported by the central kitchen which

produces and delivers products to the whole network of own brands. Additionally in China since December 21, 2012 the

Group operates its own brands Blue Frog and KABB.

On April 27, 2005, the shares of AmRest Holdings SE were quoted for the first time on the Warsaw Stock

Exchange (“GPW”).

Before April 27, 2005, the Company’s co-shareholders and entities exercising their rights from the shares held in

the Company were International Restaurants Investments, LLC (“IRI”) with its registered office in the United

States of America, and Kentucky Fried Chicken Poland Holdings BV (“KFC BV”) with its registered office in the

Netherlands. The co-shareholders held 50% shares each and had the same proportion of voting rights before the

Company was first quoted on the stock exchange. IRI was a company controlled by American Retail Concepts,

Inc. with its registered office in the United States of America (“ARC”), and KFC BV was a company controlled

by YUM! Brands, Inc. (“YUM!”) with its registered office in the USA.

In connection with the flotation of the Company on GPW, YUM! sold all its shares in the Company and is no more

a shareholder or a related entity. Also when the Company was floated on GPW, IRI sold part of the shares held.

On April 22, 2010 share subscription agreement was signed between AmRest Holdings S.E, and WP Holdings VII

B.V., following which on May 24, 2010 WP Holdings VII B.V. obtained 4 726 263 shares of the Company from

new emission at emission price of PLN 65 for total value of PLN 307.2 million. At June 10, 2010 was registered

by the registry court in Wroclaw the increase in the share capital of the Company by the amount of EUR 47 262.63

AmRest Holdings SE



8

(PLN 195 374.26). Additionally during 12 months from the date on which the described above emission shares

were registered by the registry court proper for the Company's registered office, the WP Holdings VII B.V. will

have an option to subscribe for additional shares in up to two instalments to the extent that its shareholding does

not exceed 33% of the post-issuance share capital. The issuance price for the additional shares subscription was

PLN 75 per share. On March 25, 2011, WP subscribed for 2 271 590 shares with the issuance price of PLN 75 per

share. After decrease by all costs concern capital issue the growth was PLN 168 926 thousand.

As at June 30, 2015, WP Holdings VII B.V. was the largest shareholder of AmRest and held 31,71% of its shares

and voting rights.

These Interim Condensed Separate Financial Statements were authorized by the Management Board on August

13, 2015.

(b) Representations on compliance of the financial statements with the International Financial

Accounting Standards

These Interim Condensed Separate Financial Statements as at and for the six months ended 30 June 2015 have

been prepared in accordance with the IAS 34 Interim Financial Reporting.

These Interim Condensed Separate Financial Statements do not include all information or disclosures which are

required in the annual financial statements and they should be read together with the Separate Financial Statements

as at 31 December 2014.

Accounting policies on which bases the Interim Condensed Separate Financial Statements prepared for the six

months ended June 30, 2015 and Separate Financial Statements for the year ended December 31, 2014 are

consistent, except standards, changes in standards and interpretations which are mandatory for reporting periods

beginning after January 1, 2015.

The following new standards and amendments to standards are mandatory for the first time for the financial year

beginning January 1, 2015:

Amendments to various standards “Improvements to IFRSs (cycle 2011-2013)” resulting from the annual

improvement project of IFRSs (IFRS 1, IFRS 3, IFRS 13 and IAS 40) primarily with a view to removing

inconsistencies and clarifying wording - adopted by the EU on December 18, 2014 (effective for annual periods

beginning on or after January 1, 2015),

IFRIC 21 “Levies” adopted by the EU on June 13, 2014 (effective for annual periods beginning on or after

June 17, 2014). The interpretation clarifies the accounting for an obligation to pay a levy that is not income tax.

The obligating event that gives rise to a liability is the event identified by the legislation that triggers the

obligation to pay the levy. The fact that an entity is economically compelled to continue operating in a future

period, or prepares its financial statements under the going concern assumption, does not create an obligation.

The same recognition principles apply in interim and annual financial statements.

Above mentioned amendments to standards and interpretations were approved for use by European Commission

before issuance of this financial statements. The Management Board believes that the changes and improvements

will not have a material effect on the Company financial statements.

Before the issuance date of this financial statements were published by IASB numerous standards

and interpretations, which have not entered into force, but some of them were approved for use by European

Commission. The Company did not decide to for early adoption of any of these standards.

(c) Basis of preparation of financial statements

Because of the fact that Company has moved its seat to Poland financial statements was prepared in polish zloty (PLN),

after rounding to full thousands (TPLN). Polish zloty is functional currency of the AmRest Holdings SE since January 1,

2009.

AmRest Holdings SE



9

The Company prepares consolidated financial statements of the Group for which it acts as a parent. The consolidated and

separate financial statements have to be analysed jointly in order to vies a full picture of the Company’s financial.

The interim separate condensed financial statements are prepared on the historical cost basis except of assets held for sale

and assets stated in fair value through profit or loss, which are stated in fair values. Non-current assets held for sale

are stated at the lower of the carrying amount and fair value less costs to sell.

The preparation of the IFRS financial statements requires the Management of the Company to make certain

assumptions and estimates which are reflected in the accounting policy and that affect the reported amounts of

assets and liabilities and reported revenues and expenses during the period. The results of the estimates and the

respective assumptions being the result of experience and various factors deemed to be justified in given

circumstances are the basis for assessing the values of assets or liabilities which do not result directly from other

sources. The actual financial results may differ from the adopted estimates.

The estimates and the assumptions on which they are based are subject to current verification. The adjustment of

accounting estimates is recognized in the period in which it was made, on condition that it only relates to that

period, or in the period in which it was made, and in future periods, if it relates both to the current and future

periods.

The accounting policies have been applied consistently to all periods presented in these financial statements. In

reporting period the Company did not make any changes to accounting policy.

(d) Going concern assumption

Information presented below should be read together with information provided in Note 12 and 16, describing

accordingly: loan and bonds liabilities and commitments and contingencies, and significant post balance sheet

events after June 30, 2015.

Interim Condensed Separate Financial Statements for the period of 6 months ended June 30, 2015 were prepared

in accordance with going concern assumption by the Entity in foreseeable future, what assumes realization of

assets and liabilities throughout the normal terms of business operations. Interim Condensed Separate Financial

Statements does not account for adjustments, which would be essential in such events. As at the date of Interim

Condensed Separate Financial Statements issuance in assessment made by Management Board Entity there are no

circumstances indicating threats for business going concern of the Entity and any related party in AmRest Group

as well.

2 Investments in subsidiaries

The table below presents the number and value of the shares owned by the Company in its subsidiaries as at June 30,

2015 and as at December 31, 2014.

June 30, 2015 December 31, 2014

Interest ownership Value of Shares Interest ownership Value of Shares

AmRest Sp. z o.o.

(Poland)(a)

100,00% 602 027 100,00% 592 448

AmRest s.r.o.

(Czech Republic)

100,00% 33 573 100,00% 33 573

AmRest Acquisition

Subsidiary (USA)

100,00% 146 954 100,00% 146 954

AmRest EOOD

(Bulgaria)(b)

100,00% 14 388 100,00% 14 388

AmRest Holdings SE



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AmRest HK Limited

(China)

83,00% - 83,00% -

Blue Horizon Hospitality

Group PTE Ltd.

(China)(c)

62,96% 102 810 60,18% 86 579

AmRest FSVC LLC

(USA)(e)

100,00% 82 100% -

Total - 899 834 - 873 942

(a) The value of shares in AmRest Sp. z o.o. was increased by capitalized costs of the share option plan (share

options granted to the employees of the subsidiaries).

(b) On January 30, 2015 resolution on share capital increase in Blue Horizon Hospitality Group PTE LTD was passed.

AmRest Holdings SE made capital contribution in amount of 4 454 thousand USD. As a result, percentage engagement

AmRest Holdings SE in share capital of Blue Horizon Hospitality Group PTE LTD increased from 60,18% to 62,96%.

3 Other financial assets

As at June 31, 2015 and December 31, 2014, the balances of other financial assets were as follows:

Other long-term financial assets June 30,

2015

December 31,

2014

Loans given 194 700 232 500

Total of other long-term financial assets 194 700 232 500

Other short-term financial assets June 30,

2015

December 31,

2014

Loans given 16 388 12 711

Total of other short-term financial assets 16 388 12 711

The Entity provided subsidiaries with the loans specified as below:

Borrower - AmRest s.r.o.

Loan amount - 20 500 thousands PLN

Interest rate - WIBOR 3M + margin

The loan agreement was signed on December 16, 2013. In accordance with the agreement the interest will be

calculated and paid on the quarter basis. The change of the compound interest rate will be executed on the first

day of each quarter. The principal amount of the loan will be repaid till December 16, 2018.

Borrower - AmRest Sp. z o.o.

Loan amount - 350 000 thousands PLN

AmRest Holdings SE



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Interest rate - 3M WIBOR + margin

The loan agreement was signed on October 18, 2010. In accordance with the agreement the interest will be paid

on the quarterly basis. The change of the compound interest rate will be executed on the first day of each

quarter. The principal amount of the loan with all accrued interest will be repaid till September 30, 2013.

On September 16, 2013 it was sign appendix to the loan agreement, on base which parties agreed to postpone date

of repayment principal amount of the loan with all accrued interests to September 30, 2016. In the period from

January to June 2015 TPLN 37 800 of principal amount of the loan was repaid..

Borrower - AmRest HK Ltd.

Loan amount - 1 000 thousands USD

Interest rate - 3M LIBOR + margin

The loan agreement was signed on November 19, 2012. In accordance with the agreement the interest will be

calculated on the quarterly basis. The change of the compound interest rate will be executed on the first day of

each quarter. The principal amount of the loan with all accrued interest should have been repaid till November

19, 2013.

By June 30, 2015 the principal amount of the loan with all accrued interest was not repaid.

Borrower - AmRest HK Ltd.

Loan amount - 210 thousands USD

Interest rate - 3M LIBOR + margin

The loan agreement was signed on September 5, 2013. The change of the compound interest rate will be executed

every three months. The principal amount of the loan with all accrued interest was to be paid back till September

30, 2014.


Borrower - Blue Horizon Hospitality Group PTE LTD


Interest rate - fixed

The loan agreement was signed on December 5, 2013. In accordance with the agreement the interest will be

calculated and paid on a quarterly basis till 25-th day of the last month of the quarter. The loan was made deduction

in accordance with the Agreement dated March 25, 2015.




The loan agreement was signed on January 22, 2014. In accordance with the agreement the interest will be

calculated and paid on a quarterly basis till 25-th day of the last month of the quarter. Part of the loan (186 thousand

AmRest Holdings SE



12

USD of capital and 42 thousand. USD interest) was deducted according to an agreement dated March 25, 2015.

The remaining amount has not been repaid by 30 June 2015.


Loan amount - 1 085 thousands USD


The loan agreement was signed on June 24, 2014. In accordance with the agreement the interest will be calculated

and paid on a quarterly basis till 25-th day of the last month of the quarter. The principal amount of the loan was

to be paid back till Jun 24, 2015.


On March 25, 2015 was signed an set-off agreement. According to this agreement the new loan dated March 25,

2015 repay the loan dated December 5, 2013 in the amount of 582 thousand USD with the accrued interest until

March 31, 2015 in the amount of 42 thousand USD and partially repay the loan dated January 22, 2014 in the

amount of 186 thousand USD and total accrued interest in the amount of 34 thousand USD.




In accordance with the agreement the interest will be calculated and paid on a quarterly basis till 25-th day of the

last month of the quarter. The principal amount of the loan will be repaid till March 25, 2016.

The table below presents the change of loan value during the six months period ended June 30, 2015:

As at January 1, 2015 245 211

Including:

Short – term loans 12 711

Long – term loans 232 500

Change of loan value during the six months period ended June 30, 2015:

Loans granted (deduct agreement) 3 161

Interest accrued 5 961

Loan and interest repayment (actual receipts) (41 073)

Loan and interest repayment (deduct agreement) (2 540)

Exchange rate differences 368

As at June 30, 2015 211 088

Including:

Short – term loans 16 388

Long – term loans 194 700

AmRest Holdings SE



13

Loans are not secured. The fair value of the loans presented above does not differ significantly from its carrying

value. The balances of loans are presented in Note 11.

4 Finance Liabilities

Borrowings from related parties

Both at December 31, 2014 and June 30, 2015 Entity did not have borrowings from related parties.

Liabilities to third parties

On December 7, 2009 AmRest Holdings SE signed with RBS Bank (Polska) S.A. and Bank Pekao S.A. agreement

for bonds issuance (“5years bonds”), on the basis of which was released option program for corporate bonds of

AmRest, allowing to issue bonds in total maximum value of PLN 300 million, where bonds in the value of PLN 150

million were issued already. Agreement was signed for agreed period till July 9, 2015 with period extension options

till repayment of all issued bonds.

On August 22, 2012 AmRest Holdings SE signed with RBS Bank (Polska) SA and Bank Pekao SA an agreement for

bonds issuance (“5years bonds”), on the basis of which was released option program for corporate bonds of AmRest.

On June 18, 2013 bonds in the amount of PLN 140 million were issued under the new agreement. The issue is part

of a plan to diversify financing sources of AmRest. Bonds are issued with variable interest rate 6M WIBOR

increased by a margin and are due on June 30, 2018. Interest is paid on semi-annual basis (June 30 and December

30), beginning December 30 2013. Group is required to maintain certain financial ratios (net debt/EBITDA,

equity/total assets, EBITDA/interest charge) at levels agreed in the Emission Terms dated June 18, 2013. There

are no additional securities on the bond issue.

On September 10th 2014 AmRest made an early redemption of bonds for the total value of PLN 131,5m. At the

same time, AmRest issued 14 000 bonds in the total nominal value of PLN 140m with maturity date September

10th 2019. The bonds have a variable interest rate of 6M WIBOR increased by margin. The interest is paid semi-

annually (on June 30th and December 30th). Group is required to maintain certain financial ratios (net

debt/EBITDA, equity/total assets, EBITDA/interest charge) at levels agreed in the Emission Terms dated

September 10, 2014. There are no additional securities on the bond issue.

On December 30th AmRest made a redemption of bonds that reached maturity date on Dec 30th 2014 with the

face value of PLN 18,5m. At the end of 2014 AmRest has two bond issues outstanding: PLN 140m with maturity

date June 30th 2018 and PLN 140m maturing on Sept 10th 2019.

As at June 30, 2015 the payables concerning bonds issued are PLN 278.993 thousand.

Bonds were issued for the financing of Group investment activities.

The table below presents the change of bonds liabilities value during the six months period ended June 30, 2015:

As at January 1, 2015 278 775

Interest paid (6 178)

Interest – discounted 6 396

As at June 30, 2015 278 993

Including:

Short – term -

Long – term 278 993

AmRest Holdings SE



14

5 Trade and other receivables

As at June 30, 2015 and December 31, 2015 Company has receivables of following characteristics:

Receivables descriptions June 30,

2015

December 31,

2014

Receivables from related party – AmRest Sp. z o.o. cash pooling 2 796 3 117

Receivables from related party – AmRest HK Limited 51 47

Receivables from related party – AmRest s.r.o. - 19

Receivables from related party – AmRest Sp. z o.o. 501 165

Receivables from related party – AmRest LLC 269 51

Receivables from related party – OOO AmRest - 33

Receivables from related party – SCM Sp. z o.o. - 119

Receivables from related party – AmRest GmbH 11 -

Receivables from related party – La Tagliatella LLC 1 318 -

Receivables from related party – Frog King & Beverage - 11

Receivables from related party employees 18 58

Tax receivables 2 508 889

Other receivables 38 469

Total of receivables as at given date 7 510 4 978

6 Trade and other payables

As at June 30, 2015 and December 31, 2014 Company has trade and other payables of following characteristics:

Payables descriptions June 30,

2015

December 31,

2014

Liabilities to related party – AmRest Sp. z o.o. 3 552 1

Liabilities to related party – AmRest LLC 6 90

Liabilities to related party – AmRest s.r.o. 30 -

Liabilities to related party – AmRest HK Ltd. 188 526

Liabilities to related party – La Tagliatella LLC 105 217

Liabilities to third parties 211 769

Other Liabilities 366 -

Total of payables as at given date 4 455 1 603

AmRest Holdings SE



15

Employee share option plan 2

In April 2005, the Group implemented Employee Option Plan which is share-based, thinking of its selected

employees. The whole number of shares which are attributed to the options is determined by the Management

Board, however, it may not exceed 3% of all the outstanding shares. Moreover, the number of shares purchased

by employees through exercising options is limited to 200 000 per annum. In accordance with the provisions of

the Plan, the Group, following approval by the Management Board, is entitled to determine, apart from other

issues, the employees authorized to participate in the Plan and the number of options granted and the dates for

their granting. The option exercise price will be in principle equal to the market price of the Company’s shares as

at the date of awarding the option, and the vesting period will be 3 to 5 years. The Employee Option Plan was

approved by the Company’s Management Board and the General Shareholders’ Meeting.

In January 2010, Supervisory Board of Group parent entity approved resolution confirming and systemizing total

amount of shares for which may be issued options that will not exceed allowed 3% of shares in market.

In June 2011, Supervisory Board of Group parent entity approved and changed the previous note related to the

number of shares purchased by employees through exercising options is limited to 100 000 per annum.

In November 2014, Supervisory Board of Group parent entity approved and changed wording of regulations by

adding net cash settlement of option value. Change this resulted liability in value of PLN 30.570 thousands as at

June 30, 2015 according to group policy.

Employee share option plan 3

In December, 2011, the Group implemented further Employee Option Plan which is share-based, thinking of its

selected employees. The whole number of shares which are attributed to the options is determined by the

Supervisory Board, however, it may not exceed 1 041 000 shares. In accordance with the provisions of the Plan,

the Supervisory Board of Group, on request of the Management Board, is entitled to determine, apart from other

issues, the employees authorized to participate in the Plan and the number of options granted and the dates for

their granting. The option exercise price will be in principle equal to the market price of the Company’s shares as

at the date of preceding the day of awarding the option, and the vesting period will be 3 years. The option exercise

price will increase by 11% each year. The Employee Option Plan was approved by the Company’s Supervisory

Board.

In November 14, 2014 were signed agreements with Management Board Members being part of this share option

plan. This agreement provides minimal USD 6 million value of payment in case of reaching agreed financial

strategic goals for years 2014-2016. Right to this payout is granted in three equal instalments after reaching goal

for every year. Reaching goals for cumulative three years warrants full payout despite missing some of previous

stage year goals. In case that as at December 31, 2016 closing price of AmRest shares is above PLN 142,- minimal

payment is cancelled. In addition, selecting implementation options during the calculation of guaranteed payments

for lost her right. If during the minimal payment vesting period any options are executed the liability is cancelled.

As a consequence of this modification as at June 30, 2015 PLN 9.694 thousands of liabilities was recognized

according to group policy.

The value of liabilities due to salaries and employee benefits as at June 30, 2015 and as at December 31, 2014.

Are presented in the table below:

June 30,

2015

December 31,

2014

Liability for Employee share option plan 2 30 570 19 174

Liability for Employee share option plan 3 9 694 15 765

40 264 34 939

AmRest Holdings SE



16

7 Equity

Share capital

As described in Note 1a, on April 27, 2005, the shares of AmRest Holdings SE commenced trading on the Warsaw

Stock Exchange (“WSE”) in Warsaw, Poland.

Holders of ordinary shares are authorized to receive dividend and have voting rights at the Group’s General

Shareholders’ Meetings (“AGM”) proportionate to their holdings.

As at June 30, 2015, the Company held 21 213 893 issued, fully paid-up shares. The Company’s target capital is

500 000 shares. Nominal value of one share is 1 eurocent (0.01 euro).

Pursuant to the information available to the Company, as at the date of release of these Interim Condensed Separate

Financial Statements, that is August 13, 2015, the following shareholders submitted information on holding

directly or indirectly (through subsidiaries) 5% or more of the total vote at the General Shareholders Meeting of

AmRest Holdings SE:

Shareholders Shares amount Share in Equity% Shares amount at AGM Share at AGM%

WP Holdings VII B.V. * 6 726 790 31.71% 6 726 790 31.71%

ING OFE 2 800 000 13,20% 4 000 000 13,20%

PZU PTE** 2 539 429 11,97% 3 012 786 11,97%

Aviva OFE 2 110 000 9.90% 2 110 000 9.90%

* WP Holdings B.V. as at July 23, 2015 informed about signing binding agreement which, if all conditions are satisfied or waived, will lead

to indirect disposal of 6,726,790 of AmRest shares.

**PZU PTE S.A. manages assets which include the funds of OFE PZU "Złota Jesień" and DFE PZU

Other supplementary capital

Structure of the reserved capital is as follows:

June 30, 2015

December 31,

2014

Share premium 788 755 788 755

Employees share option plan 35 641 35 641

Change of employees share option scheme (30 684) (34 939)

Non-refundable capital deposit without additional share issue, made by

shareholders of the Entity before entry on GPW 6 191 6 191

Functional currency translation (31 219) (31 219)

Own shares recognition 144 144

Distribution of retained earnings (1 940) 19 436

Net result on treasury share transaction (9 345) (876)

Own shares (19 464) (3 788)

Total supplementary capital 738 079 779 346

Retained earnings

Retained Earnings of Entity according to 16th resolution of Annual Shareholders Meeting dated June 10, 2011

includes also reserve fund in value of PLN 50,000 thousands for purchase of treasury shares only for share option

redemption to every existing and future employee and managerial motivational stock option plans, including

Management Board members of Group entities. In 2015 year (as it was disclosed in statement of changes in equity)

were realized transaction on treasury shares for existing stock option plans amounting PLN 5 630 thousand.

8 Cash and cash equivalents

AmRest Holdings SE



17

Cash and cash equivalents as at June 30, 2015 and December 31, 2014 are presented in table below:

June 30,

2015

December 31,

2014

Cash at bank 8 700 1963

Cash in hand 1 1

8 701 1 964

Reconciliation of working capital changes as at June 30, 2015 and June 30, 2014 is presented in the table below:

Six months ended June 30, 2015 The balance

sheet change

Exercise of

options changes

Working capital

change

Trade and other receivables (913) (42) (955)

Trade and other payables 3 070 (2 401) 669

Six months ended June 30, 2014 The balance

sheet change

Capital increase

in subsidiary –

liability

Working capital

change

Trade and other receivables 3 212 (545) 2 667

Trade and other payables (1 680) 227 (1 453)

The other differences in working capital change (receivables and liabilities) result from corporate income tax only.

9 Finance income and expenses

Six months

ended June 30,

2015

Six months

ended June 30,

2014

Interest income 6 027 8 376

Other 6 606 -

Net exchange rate gains 838 134

Finance income, total 13 471 8 510

Interest expense 6 236 8 103

Other 163 291

Finance expenses, total 8 399 8 394

10 Income Tax

AmRest Holdings SE



18

Six months

ended June 30,

2015

Six months

ended June 30,

2014

Corporate income tax - current period (1 379) (10)

Corporate income tax - prior period 132 (432)

Change in deferred tax assets/liabilities 633 731

Income tax recognized in the income statement (614) 289

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax

assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. After

the offset, the following amounts are disclosed in the separate financial statements:

June 30,

2015

December 31,

2014

Deferred tax asset to be recovered within 12 months 248 357

Deferred tax asset: 248 357

June 30,

2015

December 31,

2014

Deferred tax liabilities to be used within 12 months 1 151 628

Deferred tax liabilities: 1 152 628

Temporary differences after the offset accounted for in the calculation of deferred tax relate to the following items:

June 30,

2015

December 31,

2014

Intangible assets (17) (9)

Other financial assets - (383)

Other financial liabilities (1 128) (209)

Trade and other payables 30 39

Tax loss carried forwards 212 291

Deferred tax asset - -

Deferred tax liabilities (903) (271)

11 Related party transaction

AmRest Holdings SE



19

As at June 30, 2015 the Group of which the Company is a parent consisted of the following subsidiaries (direct and

indirect):

Company name Seat

Parent/non-controlling

undertaking

Owner-

ship

interest

and total

vote

Date of effective

control

Holding activity

AmRest Acquisition Subsidiary Inc. Wilmington, USA AmRest Holdings SE 100.00% May 2007

AmRest TAG S.L.U Madrid, Spain AmRest Sp. z o. o. 100.00% March 2011

AmRestavia S.L.U. Madrid, Spain AmRest TAG S.L. 100.00% April 2011

Restauravia Grupo Empresarial S.L. Madrid, Spain AmRestavia S.L.U.

AmRest TAG S.L.

16.52%

83.48%

April 2011

AmRest HK Ltd Hong Kong, China AmRest Holdings SE

Stubbs Asia Limited

82.00%

18.00%

September 2011

Blue Horizon Hospitality Group PTE Ltd Singapore, China AmRest Holdings SE

WT Equities

BHHG

MJJP

Coralie Danks

62.96%

14.24%

14.24%

4.28%

4.28%

December 2012

Bigsky Hospitality Group Ltd Hong Kong, China Blue Horizon Hospitality

Group PTE Ltd

100.00% December 2012

New Precision Ltd Apia, Samoa Blue Horizon Hospitality

Group PTE Ltd

100.00% December 2012

Horizon Group Consultants (BVI) Road Town, Tortola,

BVI

Blue Horizon Hospitality

Group PTE Ltd

100.00% December 2012

Restaurant activity

AmRest Sp. z o. o. Wroclaw, Poland AmRest Holdings SE 100.00% December 2000

AmRest s.r.o. Prague, Czech AmRest Holdings SE 100.00% December 2000

AmRest Kft Budapest, Hungary AmRest Sp. z o. o. 100.00% June 2006

AmRest Coffee Sp. z o. o. Wroclaw, Poland AmRest Sp. z o. o.

Starbucks Coffee

International, Inc.

82.00%

18.00%

March 2007

AmRest EOOD Sofia, Bulgaria AmRest Holdings SE 100.00% April 2007

OOO AmRest Petersburg, Russia AmRest Acquisition

Subsidiary Inc.

AmRest Sp. z o. o.

0.88%

99.12%

July 2007

AmRest Coffee s.r.o. Prague, Czech AmRest Sp. z o. o.

Starbucks Coffee

International, Inc.

82.00%

18.00%

August 2007

AmRest Kávézó Kft Budapest, Hungary AmRest Sp. z o. o.

Starbucks Coffee

International, Inc.

82.00%

18.00%

August 2007

AmRest d.o.o. Belgrade, Serbia AmRest Sp. z o. o.

ProFood Invest GmbH

60.00%

40.00%

October 2007

AmRest LLC Wilmington, USA AmRest Sp. z o. o. 100.00% July 2008

Da Via, LLC Kennesaw, USA AmRestavia S.L.U. 100.00% June 2013

La Tagliatella - Crown Farm, LLC Gaithersburg, USA AmRestavia S.L.U. 100.00% June 2013

La Tagliatella - Seneca Meadows, LLC Gaithersburg, USA AmRestavia S.L.U. 100.00% June 2013

AmRest Holdings SE



20

Company name Seat

Parent/non-controlling

undertaking

Owner-

ship

interest

and total

vote

Date of effective

control

Restauravia Food S.L.U. Madrid, Spain Restauravia Grupo

Empresarial S.L.

100.00%

April 2011

Pastificio Service S.L.U. Lleida, Spain Restauravia Grupo

Empresarial S.L.

100.00% April 2011

Pastificio Restaurantes S.L.U. Lleida, Spain Pastificio Service S.L.U. 100.00% April 2011

Tagligat S.L.U. Lleida, Spain Pastificio Service S.L.U. 100.00% April 2011

Pastificio S.L.U. Lleida, Spain Pastificio Service S.L.U. 100.00% April 2011

AmRest Restaurant Management Co. Ltd Shanghai, China AmRest HK Ltd 100.00% November 2012

AmRest Adria d.o.o. Zagreb, Croatia AmRest Sp. z o. o. 100.00% October 2011

AmRest GmbH Cologne, Germany AmRestavia S.L.U. 100.00% March 2012

AmRest SAS Lyon, France AmRestavia S.L.U. 100.00% April 2012

La Tagliatella LLC* Wilmington, USA AmRestavia S.L.U. 100.00% April 2012

AmRest Adria 2 d.o.o. Ljubljana, Slovenia AmRest Sp. z o. o 100.00% August 2012

Frog King Food&Beverage Management Ltd Shanghai, China Bigsky Hospitality Group

Ltd

100.00% December 2012

Blue Frog Food&Beverage Management Ltd Shanghai, China New Precision Ltd 100.00% December 2012

Shanghai Kabb Western Restaurant Ltd Shanghai, China Horizon Group

Consultants (BVI)

Shanghai Renzi Business

Consultancy Co. Ltd

97.50%

2.50%

December 2012

La Tagliatella – The Promenade, LLC Virginia, USA AmRestavia S.L.U. 100.00% October 2013

AmRest Skyline GMBH Frankfurt, Germany AmRestavia S.L.U. 100.00% October 2013

Pizzarest S.L.U. Lleida, Spain Pastificio Service S.L.U. 100,00% September 2014

AmRest Coffee EOOD Sofia, Bulgaria AmRest Sp. z o. o. 100,00% June 2015

AmRest Coffee S.r.l. Bucharest, Romania AmRest Sp. z o. o. 100,00% June 2015

Financial services for the Group

AmRest Capital Zrt Budapest, Hungary AmRest Sp. z o. o. 100.00% November 2011

AmRest Finance Zrt Budapest, Hungary AmRest Sp. z o. o. 100.00% November 2011

La Tagliatella International Kft Budapest, Hungary AmRestavia S.L.U. 100.00% November 2012

La Tagliatella Financing Kft Budapest, Hungary AmRestavia S.L.U. 100.00% November 2012

La Tagliatella Asia Pacific Ltd Hong Kong, China AmRestavia S.L.U. 100.00% November 2012

La Tagliatella SAS Lyon, France AmRestavia S.L.U. 100.00% March 2014

AmRest FSVC LLC Delaware, USA AmRest Holdings SE 100.00% November 2014

Supply services for restaurants operated by the Group

SCM Sp. z o. o. Chotomow, Poland AmRest Sp. z o. o.

Zbigniew Cylny

Beata Szafarczyk-Cylny

51.00%

44.00%

5.00%

October 2008

Lack of business activity

AmRest Ukraina t.o.w. Kiev, Ukraine AmRest Sp. z o. o. 100.00% December 2005

AmRest Work Sp. z o. o. Wroclaw, Poland AmRest Sp. z o. o 100.00% March 2012

* On July 29, 2015 it was agreed to liquidate this entity.

Related party transaction

AmRest Holdings SE



21

Loans granted to related entities June 30,

2015

December 31,

2014

AmRest Sp. z o.o. 176 611 212 000

AmRest s.r.o. 20 500 20 500

AmRest HK Ltd. 5 030 4 597

Blue Horizon Hospitality Group PTE LTD 8 947 8 114

211 088 245 211

Trade and other receivables from related entities June 30,

2015

December 31,

2014

AmRest LLC 269 51

OOO AmRest - 33

AmRest s.r.o. - 19

AmRest Sp. z o.o. 3 297 3 282

AmRest GmbH 11 -

AmRest HK Ltd. 51 47

Frog King & Beverage - 11

SCM Sp. z o.o. - 119

La Tagliatella LLC 1 318 -

Related parties employees 18 58

4 964 3 620

Trade and other payables to related entities June 30,

2015

December 31,

2014

La Tagliatella LLC 105 217

AmRest Sp. z o.o. 3 552 1

AmRest LLC 6 90

AmRest s.r.o. 30 -

AmRest HK Ltd. 188 526

3 881 834

Other operating income - Expenses charged to related entities Six months ended

June 30, 2015

Six months ended

June 30, 2014

Frog King & Beverage 10 -

AmRest Sp. z o.o. 2 828 1 601

AmRest Coffee Sp. z o.o. - 68

AmRest s.r.o. 165 64

AmRest LLC 210 31


AmRest GmbH 13 -

AmRest HK Limited - 41

Restauravia Grupo Empresarial S.L. - 286

4 505 2 091

AmRest Holdings SE



22

General and administrative expenses – related entities Six months ended

June 30, 2015

Six months ended

June 30, 2014

AmRest Sp. z o.o. 8 21

AmRest s.r.o - 1

AmRest KFT - 7


AmRest LLC 47 73

AmRest HK Ltd. 20 -

AmRest Coffee Sp. z o.o. - 1

1 386 103

Financial income form related entities Six months ended

June 30, 2015

Six months ended

June 30, 2014

AmRest Sp. z o.o. – interest 5 196 6 760

AmRest s.r.o. – interest 493 580

AmRest s.r.o. – dividend 6 606 -

AmRest HK Ltd. – interest 94 77

Blue Horizon Hospitality Group Pte - interest 236 82

12 625 7 499

Transactions with the management/ Management Board, Supervisory Board

Six months ended

June 30, 2015

Six months ended

June 30, 2014

Remuneration of the Management and Supervisory Boards paid by

the Company’s subsidiaries 3 393 2 476

Total remuneration of the Management Board and Supervisory

Board 3 393 2 476

The Group’s key employees also participate in an employee share option plan. The costs relating to the employee

option plan in respect of management amounted to PLN 1 664 thousand and PLN 2 036 thousand respectively in

the 6 month period ended June 30, 2015 and June 30, 2014.

June 30,

2015

June 30,

2014

Number of options awarded 819 148 680 750

Number of available options 289 148 138 650

Fair value of options as at the moment of awarding PLN 24 361 551 17 147 090

As at June 30, 2015 and as at June 30, 2014 there were no liabilities to former employees.

12 Loans and bonds liabilities and commitments and contingencies

On September 10th, 2013 a Credit Agreement („the Agreement”) between AmRest, AmRest Sp. z o.o and AmRest

s.r.o. – jointly „the Borrowers” and Bank Polska Kasa Opieki S.A., Bank Zachodni WBK S.A., Rabobank Polska

S.A. and ING Bank Śląski Polska S.A. – jointly „the Lenders” was signed. AmRest Poland and AmRest Czech are

100% subsidiaries of AmRest.

AmRest Holdings SE



23

Based on the Agreement the Lenders granted to the Borrowers a credit facility in the approximated amount of

EUR 250 million. The facility shall be fully repaid by September 10th, 2018 and is dedicated for repayment of the

obligations under the credit agreement signed October 11th, 2010 along with further annexes, financing

development activities of AmRest and working capital management. The facility consists of four tranches: Tranche

A, EUR 150 million, Tranche B, PLN 140 million, Tranche C, CZK 400 million and Tranche D granted as a

revolving credit facility, PLN 200 million. All Borrowers bear joint liability for any obligations resulting from the

Agreement. Additionally, the following members of the group are guarantors of the facility: OOO AmRest,

AmRest TAG S.L., AmRestavia S.L., Restauravia Grupo Empresarial S.L., Restauravia Food S.L.U., Pastificio

Service S.L.U, AmRest Finance Zrt and AmRest Capital Zrt.

The loan is provided at a variable interest rate. AmRest is required to maintain liquidity ratios (net debt/EBITDA,

equity/total assets, EBITDA/interest) at agreed levels. In particular net debt/EBITDA ratio is to be held at below

3.5 level and AmRest is required not to distribute dividend payments if the mentioned ratio exceeds 3.0.

The effective interest rates are similar to the market rates for specific borrowings. Therefore, the fair value of the

liabilities presented above does not differ significantly from their carrying amounts.

The status of the guarantees offered by the Entity as at June 30, 2015 are as follows:

Guarantee site Guarantee mechanism Maximum amount

Warranty of the lease

restaurant in USA AmRest Holdings SE

warrants AmRest LLC to

GLL Perimeter Place, L.P.

Rent payment due, future charges to

the end of the contract, incurred cost

and accrued interest

According to the

guarantee mechanism

Warranty of the lease

restaurant in

Germany

AmRest Holdings SE

warrants AmRest GmbH to

Berliner Immobilien

Gesellschaft GbR

Rent payment due, future charges to

the end of the contract, incurred cost

and accrued interest

According to the

guarantee mechanism

13 Financial instruments

The Company is exposed to a variety of financial risks: market risk (including currency and interest rate risk) and

- to a limited extent - credit risk. The risk management program implemented by the Company is based on the

assumption of the unpredictability of the financial markets and is used to maximally limit the impact of negative

factors on the Company’s financial results.

Risk management is carried out based on procedures approved by the Management Board.

Credit risk

Financial instruments that are exposed to the credit risk include cash and cash equivalents, receivables and loans.

The Company invests cash and cash equivalents in highly reliable financial institutions. There is no significant

concentration of credit risk in respect of trade and other receivables due to their level as at balance sheet date. As

at June 30, 2014 maximum amount exposed to credit risk was PLN 269 156 thousand and consist of the

intercompany receivables from loan granted to related party (Note 3). The Company did not recognize impairment

of assets listed above as well as not did create any write-offs.

Interest rate risk

The loan granted to the subsidiary (Note 3) was based on a floating interest rate. As at June 31, 2014, the Company

did not hedge against changes in cash flows resulting from interest rate fluctuations which have an impact on the

results. The fair value of that instruments, does not differ significantly from its carrying value.

Foreign currency risk

The Company is exposed to the foreign currency risk mainly due to the receivables and payables valuation

denominated in currencies other than functional currency of the Company. The exposure to foreign currency cash

flow risk is not hedged as there is no impact on cash flows.

AmRest Holdings SE



24

Liquidity risk

The Company does not provide any operating activities except of holding activity, which results in no need of

constant access to the financing and control over timely liability payments. For the purpose of financing of

investment activities of the Group, the Company issued bonds (Note 4) for the amount of PLN 290 million

(nominal value). Details of this bonds is presented in Note 4.

Capital risk

The Entity manages capital risk to protect its ability to continue in operation, so as to enable it to realize returns

for its shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce its

cost.

The Entity monitors capital using the gearing ratio. The ratio is calculated as net debt to the value of capital

involved. Net debt is calculated as the sum of borrowings (comprising loans and advances, and finance lease

liabilities) net of cash and cash equivalents.

The gearing ratios at June 30, 2015 and December 31, 2014 were as follows:

June 30,

2015

December 31,

2014

Bonds obligations and other liabilities 324 615 315 588

Less: cash and cash equivalent (8 701) (1 964)

Net debt 315 914 313 624

Total equity 803 330 811 172

Capital involved 1 119 244 1 124 796

29% 28%

Recent volatility in global and country financial markets

Management is unable to reliably estimate the effects on the Company's financial position of any further

deterioration in the liquidity of the financial markets and the increased volatility in the currency and equity markets.

Management believes it is taking all the necessary measures to support the sustainability and growth of the Group’s

business in the current circumstances.

14 Earnings per share

The basic and diluted earnings per ordinary share for the six months period of 2015 and 2014 was calculated as

follows:

Six months

ended June 30,

2015

Six months

ended June 30,

2014


Weighted average number of ordinary shares in issue 21 213 893 21 213 893

Impact of share options awarded in 2005 - 11 122


Impact of share options awarded in 2007 - -





AmRest Holdings SE



25





Weighted average number of ordinary shares in issue 21 213 893 21 409 180

Profit/(loss) per ordinary share

Basic earnings per ordinary share 0,04 0,04

Diluted earnings per ordinary share 0,04 0,04

15 Collateral on borrowings

The loans incurred by the Company do not account for collateral set up on fixed assets and other assets owned by

the Company. The Borrowers (AmRest Holding SE, AmRest Sp. z o.o. and AmRest s.r.o.) are jointly and severally

responsible for paying the liabilities resulting from credit agreements. Additionally, Group companies – OOO

AmRest, AmRest TAG S.L.U., AmRestavia S.L.U., Restauravia Grupo Empresarial S.L., Restauravia Food

S.L.U., Pastificio Service S.L.U., AmRest Finance Zrt and AmRest Capital Zrt – granted guarantees to the

financing banks. These companies guarantee that the Borrowers will discharge their obligations following from

the credit agreement until the loan is repaid, i.e. September 10th, 2018.

16 Events after the balance sheet date

WP Holdings VII B.V. informs on July 23rd, 2015 about entering into a binding agreement that, if all conditions

are satisfied or waived, will lead to indirect disposal of 6,726,790 of AmRest shares.

On July 29th, 2015 a resolution dissolving TAG USA was adopted.

On August 12th, 2015 Extraordinary Shareholders Meeting adopted resolutions:

- to revoke Mr. Per Steen Breimyr and Mr. Peter A. Bassi from Supervisory Board of the Company

- to appoint Mrs. Zofia Dzik and Mr. Krzysztof A. Rozen as a members of the Company’s Supervisory Board.

On August 12th, 2015 Company has received from Mr. Amr Kromfol and Mr. Joseph P. Landy resignation letters

from Supervisory Board of the Company, conditional upon and with effect as of the moment when Warburg Pincus

Group will cease to hold directly or indirectly any shares of AmRest Holdings SE.

On August 12th, 2015 Company has received notice from WP Holdings B.V. requesting Management Board to

call Extraordinary Shareholders Meeting for 7th September 2015, with proposed key agenda point on changes in

Supervisory Board.

Interim Condensed Separate Financial Statements …...AmRest Holdings SE Interim Condensed Separate...

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